TIMETABLE FOR THE IMPLEMENTATION OF THE PRIVATE PLACEMENT

Transcription

1 Annex "A" TIMETABLE FOR THE IMPLEMENTATION OF THE PRIVATE PLACEMENT Actions Timetable Approval by the Company's Board of Directors 4 August 215 of: the Subscription Agreement; and the opening for 5ubscription of Ninety Seven Million (97,,) shares from the Company's authorized but unissued capital stock via private placement. Execution of Subscription Agreement(s) 4 August 215 Payment of Subscription Price for Private August to September 215 Placement: Jerry C. Angping _Sanho Cheng Payment with the BIR of the DST, filing with the August 215 SEC of a Notice for Exempt Transaction on SEC Form 1.1 Approval by the Company's Stockholders of: November 215 the private placement, and as may be applicable; and the waiver of the requirement for a rights offer of the private placement by a majority of the minority stockholders, as may be applicable pursuant to the Revised Listing Rules of the PSE Filing with the PSE of an Application for the November 215 Listing of the Private Placement Shares.

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3 SUBSCRIPTION AGREEMENT Execution Copy ANNEX" C It This Subscription Agreement (the "Agreement") executed on 4th August 215 at Taguig City between: NiHAO MINERAL RESOURCES INTERNATIONAL, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address at 155 Princeton Street corner Shaw Boulevard, Brgy. Wack Wack, Greenhills East, Mandaluyong City, represented herein by its duly authorized President, Antonio Victoriano F. Gregorio III (hereinafter referred to as "NiHAO"'); - and- JERRY C. ANGPING, of legal age, Filipino, with office address at 2/17 The Peak Tower, L. P. Leviste Street, Salcedo Village, Makati City, Philippines, (hereinafter referred to as "SUBSCRIBER"). RECITALS: (A) (B) As of date of execution of this Agreement, NiHAO has an authorized capital stock of Two Billion Pesos (P2,,,.) divided into Two Billion (2,,,) common shares with a par value of One Peso (P1.) per share, and a subscribed and paid-up capital of Nine Hundred Thirteen Million Pesos (P913,,.), divided into Nine Hundred Thirteen Million (913,,) common shares, with a par value of One Peso (P1.) per share. On 4 August 215, the Board of Directors of NiHAO agreed to open for subscription a portion of NiHAO's authorized but unissued capital stock to SUBSCRIBER via private placement. (C) SUBSCRIBER has agreed to subscribe to Forty Two Million (42,,) common shares, at a subscription price of Four Pesos (P4.) per share or for a total consideration of One Hundred Sixty Eight Million Pesos (P168,,.) (the "Shares"). NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions set forth below, the parties agree as follows:

4 SECTION 1 SUBSCRIPTION TO SHARES 1.1 Subscription For and in consideration of the price set forth in Section 1.2 of this Agreement, SUBSCRIBER hereby subscribes to the Shares. 1.2 Subscription Price The total subscription price for the Shares shall be One Hundred Sixty Eight Million Pesos (P168,,.), payable in cash on or before 12 August Additional Paid-In Capital The difference between the aggregate par value of the Shares subscribed by SUBSCRIBER in NiHAO and the total cash payment made by it for the Shares shall be treated as additional paid in capital in NiHAO. 1.4 Payment of Documentary Stamp Tax Documentary stamp tax due on the issuance of the Shares to SUBSCRIBER shall be for the account of NiHAO. 1.6 Issuance of Shares NiHAO shall cause the issuance of the Shares to SUBSCRIBER and the delivery of the corresponding stock certificate in the name of SUBSCRIBER upon full payment of the Shares and the issuance of the approvals from the appropriate regulatory agencies, including but not limited to the Securities and Exchange Commission ["SEC"] and Philippine Stock Exchange, Inc. ["PSE"]. 1.7 Listing of Shares NiHAO shall cause the filing of the application for the listing of the Shares with the PSE within thirty (3) days after securing the approval of the private placement from the NiHAO shareholders. All filing fees for listing of the Shares shall be for the account of NiHAO. SUBSCRIBER shall promptly comply with all the requirements that may be imposed by the PSE and SEC as a pre-requisite for the listing of the Shares. 2

5 2.1 Deliveries by NiHAO SECTION 2 DELIVERIES BY PARTIES Upon the execution of this Agreement, NiHAO shall deliver the following documents to SUBSCRIBER: secretary's certificate executed by the Corporate Secretary of NiHAO certifying that the Board of Directors approved: (i) SUBSCRIBER's subscription to the Shares; and (ii) the execution, delivery and performance of this Agreement and designating the duly authorized representative for such purpose; all other documents required to be delivered to SUBSCRIBER, of which has been duly informed in writing at least five (5) days prior to the execution of this Agreement. SECTION 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties relating to NiHAO NiHAO represents and warrants in favor of SUBSCRIBER that: (c) (d) it is duly incorporated and is validly existing under and by virtue of the laws of the Philippines, with full power and authority to engage in its business; it has conducted its business and corporate affairs in accordance with its articles of incorporation and by-laws and in accordance with all applicable laws and regulations; it is not in violation of any legal requirements applicable to it or to the conduct of its business or the ownership or use of any of its assets; and it has obtained all licenses, permissions, authorizations and consents required for carrying on its business effectively in the places and in the manner in which such business is now carried on. 3.2 Representations and Warranties on the Shares NiHAO represents and warrants in favor of SUBSCRIBER that: the Shares shall be issued from the authorized but unissued capital stock of; and the Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer ohan 3

6 that provided under the Articles of Incorporation of and applicable law, rules and regulations. 3.3 Mutual Representations and Warranties Each of the parties to this Agreement hereby represents and warrants that: (c) (d) it has full power, authority and legal right to incur the obligations provided under this Agreement, to execute and deliver this Agreement and to perform and observe the terms and conditions hereof; this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on its part; and the execution, delivery and performance of this Agreement will not violate or exceed its power, or contravene any provision of: (i) any applicable law, regulation, decree or order to which it is subject; (ii) its articles of incorporation or by-laws: and (iii) any contract or agreement to which it is a party or which is binding upon it or any of its assets. 4.1 Governing Law SECTION 4 MISCELLANEOUS PROVISIONS This Agreement and all other documents required hereunder shall be governed and construed, in all respects, by the laws of the Philippines. 4.2 Mutual Commitments The parties covenant and agree that they shall perform all such acts and execute and deliver such other documents, instruments, or agreements as may be necessary in order to give effect to the intent underlying this Agreement or to fully implement or consummate the transactions contemplated under this Agreement. The parties hereto covenant and agree that they will perform all undertakings and obligations imposed on them under this Agreement in good faith, and that they will not willfully take or omit to take any action which would frustrate the spirit and intent underlying this Agreement. 4.3 Severability of Provisions If any one or more of the provisions of this Agreement or any document that may be executed in connection therewith shall be invalid, illegal or 4 1 Ze

7 unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or in any other related document shall not in any way be affected or impaired and shall remain in full force and effect. 4.4 Amendments No modification or alteration of the terms of this Agreement shall be binding unless made in writing and signed by the parties hereto. / NiHAO MINERAL RESOURCES INTERNATIONAL, INC. T.I.N JEflY/C. ANGJNG U.N AN9N1O VICTRI4NO F. GREGORIO President SIGNED IN THE PRESENCE OF: 5

8 ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) TAGUIG CITY ) SS. BEFORE ME, a Notary Public, this 4 1:h day of August 215 personally appeared: Name Competent Date! Place Issued Evidence of Identity Nil-lAO Mineral Resources International, Inc. T.I.N By: Antonio Victoriano F. Gregorio III Driver's License 19 December No. NO /East Avenue, Quezon City T.I.N Jerry C. Angping. E ; Pf known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their own free and voluntary act and deed and of the entities they represent. This Subscription Agreement consists of six (6) pages including this page wherein the acknowledgment is written, and is duly signed by the parties and their respective witnesses on each and every page of this document. WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above written. Doc No Page No. /1 Book No. / RYAN R E C. J3RW'DA 224 (2o15.1G) Seri' '-'if ')fll Notaly public for d in the Citus of Pa, Taçjulg and Sar. Jipn and the Municipality of Patcf 3..'oo nia, Until Dacember flot No PTR i. A-2.134ll Jo 21 out City 13P No. 93t129 J33Y 2I5IQUCZOfl City McL.complia:o 14. IV M..rch 213 2CF IAC To'::er, 32' trot. CCC. 143 City 6 I,//", //Y~

9 Execution Copy ANNEX" D ' SUBSCRIPTION AGREEMENT This Subscription Agreement (the "Agreement") executed this 4th day of August 215 at Taguig City between: NiHAO MINERAL RESOURCES INTERNATIONAL, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address at 155 Princeton Street corner Shaw Boulevard, Brgy. Wack Wack, Greenhills East, Mandaluyong City, represented herein by its duly authorized President, Antonio Victoriano F. Gregorio ITT (hereinafter referred to as "NiHAO"); - and- SAN-HO CHENG, of legal age, Taiwanese, with office address at NAC Tower 32nd Street, Bonifacio Global, Taguig City (hereinafter referred to as "SUBSCRIBER"). RECITALS: (A) (B) As of date of execution of this Agreement, NiHAO has an authorized capital stock of Two Billion Pesos (P2,,,.) divided into Two Billion (2,,,) common shares with a par value of One Peso (P1.) per share, and a subscribed and paid-up capital of Nine Hundred Thirteen Million Pesos (P913,,.), divided into Nine Hundred Thirteen Million (913,,) common shares, with a par value of One Peso (P1.) per share. On 4 August 215, the Board of Directors of NiHAO agreed to open for subscription a portion of NiHAO's authorized but unissued capital stock to SUBSCRIBER via private placement. (C) SUBSCRIBER has agreed to subscribe to Fifty Five Million (55,,) common shares, at a subscription price of Four Pesos (P4.) per share or for a total consideration of Two Hundred Twenty Million Pesos (P22,,.) (the "Shares"). NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions set forth below, the parties agree as follows: 1.1 Subscription SECTION 1 SUBSCRIPTION TO SHARES For and in consideration of the price set forth in Section 1.2 of this Agreement, SUBSCRIBER hereby subscribes to the Shares. (f ~~ jov(

10 1.2 Subscription Price The total subscription price for the Shares shall be Two Hundred Twenty Million Pesos (P22,,.), payable as follows: Fifty Five Million Pesos (Php 55,,.) on or before 18 August 215; Fifty Five Million Pesos (Php 55,,.) on or before 2 September 215; Fifty Five Million Pesos (Php 55,,.) on or before 16 September 215; Fifty Five Million Pesos (Php 55,,.) on or before 3 September 215; 1.3 Additional Paid-In Capital The difference between the aggregate par value of the Shares subscribed by SUBSCRIBER in NiHAO and the total cash payment made by it for the Shares shall be treated as additional paid in capital in NiHAO. 1.4 Payment of Documentary Stamp Tax Documentary stamp tax due on the issuance of the Shares to SUBSCRIBER shall be for the account of NiHAO and shall be paid by NiHAO to the Bureau of Internal Revenue within the prescribed period provided by law. 1.5 Issuance of Shares NiHAO shall cause the issuance of the Shares to SUBSCRIBER and the delivery of the corresponding stock certificate in the name of SUBSCRIBER upon full payment of the Shares, the payment of the documentary stamp tax due on the issuance of Shares, and the filing of SEC Form 1-1 with the Securities and Exchange Commission, 1.6 Listing of Shares NiHAO shall cause the filing of the application for the listing of the Shares with the PSE within thirty (3) days after securing the approval of the private placement from the NiHAO shareholders. All PSE filing fees for listing of the Shares shall be for the account of NiHAO. SUBSCRIBER shall promptly comply with all the requirements that may 7 be reasonably imposed by the PSE as a pre-requisite for the listing of the Shares. 2

11 2.1 Deliveries by NiHAO SECTION 2 DELIVERIES BY PARTIES Upon the execution of this Agreement, NiHAO shall deliver the following documents to SUBSCRIBER: secretary's certificate executed by the Corporate Secretary of NiHAO certifying that the Board of Directors approved: (i) SUBSCRIBER's subscription to the Shares; and (ii) the execution, delivery and performance of this Agreement and designating the duly authorized representative for such purpose; all other documents required to be delivered to SUBSCRIBER, of which has been duly informed in writing at least five (5) days prior to the execution of this Agreement. SECTION 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties relating to NiHAO NiHAO represents and warrants in favor of SUBSCRIBER that: (c) (d) it is duly incorporated and is validly existing under and by virtue of the laws of the Philippines, with full power and authority to engage in its business; it has conducted its business and corporate affairs in accordance with its articles of incorporation and by-laws and in accordance with all applicable laws and regulations; it is not in violation of any legal requirements applicable to it or to the conduct of its business or the ownership or use of any of its assets; and it has obtained all licenses, permissions, authorizations and consents required for carrying on its business effectively in the places and in the manner in which such business is now carried on. 3.2 Representations and Warranties on the Shares NIHAO represents and warrants in favor of SUBSCRIBER that: A.) the Shares shall be issued from the authorized but unissued capital stock of; and the Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and free of restrictions on transfer other than

12 that provided under the Articles of Incorporation of and applicable law, rules and regulations. 3.3 Mutual Representations and Warranties Each of the parties to this Agreement hereby represents and warrants that: (c) (d) it has full power, authority and legal right to incur the obligations provided under this Agreement, to execute and deliver this Agreement and to perform and observe the terms and conditions hereof; this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on its part; and the execution, delivery and performance of this Agreement will not violate or exceed its power, or contravene any provision of: (i) any applicable law, regulation, decree or order to which it is subject; (ii) its articles of incorporation or by-laws: and (iii) any contract or agreement to which it is a party or which is binding upon it or any of its assets. 4.1 Governing Law SECTION 4 MISCELLANEOUS PROVISIONS This Agreement and all other documents required hereunder shall be governed and construed, in all respects, by the laws of the Philippines. 4.2 Mutual Commitments The parties covenant and agree that they shall perform all such acts and execute and deliver such other documents, instruments, or agreements as may be necessary in order to give effect to the intent underlying this Agreement or to fully implement or consummate the transactions contemplated under this Agreement. The parties hereto covenant and agree that they will perform all undertakings and obligations imposed on them under this Agreement in good faith, and that they will not willfully take or omit to take any action which would frustrate the spirit and intent underlying this Agreement. 4.3 Severability of Provisions If any one or more of the provisions of this Agreement or any document that may be executed in connection therewith shall be invalid, illegal or 4

13 unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or in any other related document shall not in any way be affected or impaired and shall remain in full force and effect. 4.4 Amendments No modification or alteration of the terms of this Agreement shall be binding unless made in writing and signed by the parties hereto. NiHAO MINERAL RESOURCES INTERNATIONAL, INC. T.I.N SAN-HS T.I.N GREGORIO III SIGNED IN THE PRESENCE OF: 5

14 ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) TAGUIG CITY ) SS. BEFORE ME, a Notary Public this 4th day of August 215 personally appeared: Name NiHAO Mineral Resources International, Inc. By: Antonio Victoriano F. Gregorio III Competent Evidence of Identity T.I.N Driver's License No. NO Date! Place Issued 19 December 213/East Avenue, Quezon City San-Ho Cheng T.I.N Passport No March 214 known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their own free and voluntary act and deed and of the entities they represent. This Subscription Agreement consists of six (6) pages including this page wherein the acknowledgment is written, and is duly signed by the parties and their respective witnesses on each and every page of this document. WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above written. Doc NO. Page No /9 Book No. / Series of 215. YA JORNAD Apoiim R4 'o.22i4(2q1s-2ig) Poary Public thg Cltie& gy T; and San Jqan and the MuniOlpUty of Pa:c. M-.r o Manila, Until Dcembcr 31, 715 Roll No PT1 A.3134I1 Jjno 231a;Ci I l I J:ior,i 'Dl 5IQti.ac Cij cc::3': 14. IV - COl 325.4, 5 r.1:i 2 I!AC 22' S:t, ICC. Tzj Ci:j 6 ;r